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YONGYE INTERNATIONAL, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

June 6, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 6, 2014, Yongye International, Inc. (the "Company") held a special meeting (the "Special Meeting") of its stockholders. The Company's independent inspector of elections reported the vote of the stockholders as follows:

1. Proposal 1: To approve the agreement and plan of merger, dated as of September 23, 2013 (the "Original Merger Agreement"), as amended on April 9, 2014, and as it may be further amended from time to time (the Original Merger Agreement, as so amended, the "Amended Merger Agreement"), by and among the Company, Full Alliance International Limited, a British Virgin Islands company ("Holdco"), Yongye International Limited ("Parent"), a Cayman Islands exempted company with limited liability wholly-owned by Holdco, and Yongye International Merger Sub Limited, a Nevada corporation wholly-owned by Parent ("Merger Sub"), providing for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.

All holders of the outstanding shares of Company common stock and Company Series A Convertible Preferred Shares ("Company preferred stock") on the record date (May 5, 2014), voting together as a single class, with the holders of shares of Company preferred stock being entitled to a number of votes equal to the number of shares of Company common stock into which such shares of Company preferred stock were convertible as of May 5, 2014.

Votes For Votes Against Abstentions Broker Non-Votes

39,714,685 3,815,693 11,378 0



All holders of the shares of Company preferred stock outstanding on the record date (May 5, 2014).

Votes For Votes Against Abstentions Broker Non-Votes

6,505,113 0 0 0



All holders of the outstanding shares of Company common stock (other than shares (i) owned by the Company or any subsidiary of the Company or (ii) owned by Holdco, Mr. Zishen Wu, MSPEA Agriculture Holding Limited ("MSPEA"), and Prosper Sino Development Limited ("Prosper Sino") that will be contributed to Parent pursuant to a contribution agreement, dated September 23, 2013, as amended on November 25, 2013, among Parent, Holdco, Mr. Zishen Wu, Prosper Sino and MSPEA) on the record date (May 5, 2014) that are present in person or by proxy and voting for or against approval of the Amended Merger Agreement at the Special Meeting.

Votes For Votes Against Abstentions Broker Non-Votes 20,838,825 3,815,693 11,378 0



As Proposal 1 was passed, a second proposal to adjourn the meeting, if necessary, was not considered by the stockholders at the Special Meeting.

Item 8.01 Other Events.



On June 6, 2014, the Company issued a press release relating to the announcement of the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit Number Description 99.1 Press Release dated June 6, 2014


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Source: Edgar Glimpses


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